<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
TYCO INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
BERMUDA 7382 NOT APPLICABLE
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
THE GIBBONS BUILDING
10 QUEEN STREET, SUITE 301
HAMILTON HM 11 BERMUDA
(441) 292-8674*
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------
MARK H. SWARTZ
C/O TYCO INTERNATIONAL (US) INC
ONE TYCO PARK
EXETER, NEW HAMPSHIRE 03833
(603) 778-9700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
*Tyco International Ltd. maintains its registered and principal executive
offices at The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11
Bermuda. The executive offices of Tyco's principal United States subsidiary,
Tyco International (US) Inc., are located at One Tyco Park, Exeter, New
Hampshire 03833. The telephone number there is (603) 778-9700.
----------------------------------
COPIES TO:
JOSHUA M. BERMAN, ESQ.
ABBE L. DIENSTAG, ESQ.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 715-9100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ______
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED
TITLE OF AMOUNT OFFERING MAXIMUM AMOUNT OF
SHARES TO TO BE PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE(2) OFFERING PRICE(2) FEE(3)
<S> <C> <C> <C> <C>
Common Shares, nominal value $0.20 per
share (1)................................. 4,719,201 $98.09375 $462,924,123 $128,693
</TABLE>
(1) Includes associated Series A Preference Share purchase rights.
(2) This estimate is made pursuant to Rule 457(c) and (h) of the Securities Act
solely for the purpose of determining the registration fee. The above
calculation is based on 98.09375, the average of the high and low prices of
the Registrant's common shares as reported on the New York Stock Exchange on
July 13, 1999.
(3) The amount of registration fee, calculated in accordance with Section 6(b)
of the Securities Act and Rule 457(o) promulgated thereunder, is .000278 of
the maximum aggregate offering price at which the securities registered
pursuant to this registration statement are proposed to be offered.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 16, 1999
PROSPECTUS
[LOGO]
4,719,201 COMMON SHARES
---------------
This prospectus relates to the public offering and sale of 4,719,201 common
shares of Tyco International Ltd. issuable upon exercise of stock options that
will be held at the time of their exercise by the shareholders who are listed on
page 3 of this document. Tyco will not receive any of the proceeds from the sale
of the shares offered by the selling shareholders.
The selling shareholders will pay the expenses of this registration and any
brokerage commissions, discounts and fees. A selling shareholder's net proceeds
from its sale of shares will be the sales price of the shares sold, less
expenses. The offering of the shares will not be underwritten.
Tyco's common shares are traded on the New York Stock Exchange and on the
Bermuda Stock Exchange under the symbol "TYC" and on the London Stock Exchange
under the symbol "TYI". On July 15, 1999, the closing price for Tyco common
shares, as reported on the New York Stock Exchange, was $99.9375 per share.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS DOCUMENT IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT
SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE
IS NOT PERMITTED.
------------------------
The date of this prospectus is , 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
Tyco files annual, quarterly and current reports, proxy statements and other
information with the SEC. Tyco's filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any reports, statements or other information Tyco files with the SEC at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms.
The SEC allows Tyco to "incorporate by reference" information into this
document, which means that Tyco can disclose important information to you by
referring you to other documents filed separately with the SEC. These
incorporated documents contain important business and financial information
about Tyco that is not included in or delivered with this document. The
information incorporated by reference is considered to be part of this document,
except for any information superseded by information in this document. This
document incorporates by reference the documents listed below that Tyco has
previously filed with the SEC and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the United States Securities Exchange Act
of 1934 prior to the end of the offering of common shares under this document.
1. Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended
September 30, 1998, except for Part II Items 6, 7, 7A and 8.
2. Quarterly Reports on Form 10-Q for the fiscal quarters ended December
31, 1998 and March 31, 1999.
3. Current Reports on Form 8-K and Form 8-K/A filed on May 13, 1998,
December 10, 1998, December 11, 1998, April 15, 1999 and June 3, 1999.
4. The description of Tyco's common shares set forth in Tyco's Registration
Statement on Form 8-A/A filed on March 1, 1999.
You may request a copy of these filings at no cost, by writing or calling
Tyco at the following address and telephone number:
Tyco International Ltd.
The Gibbons Building
10 Queen Street, Suite 301
Hamilton HM11, Bermuda
(441) 292-8674
Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this document.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS DOCUMENT. TYCO HAS NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. THE SELLING SHAREHOLDERS WILL NOT MAKE AN OFFER OF
THE COMMON SHARES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS DOCUMENT IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS DOCUMENT.
i
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information....................................... i
The Company............................................................... 2
Current Developments...................................................... 2
Use of Proceeds........................................................... 2
Selling Shareholders...................................................... 3
Plan of Distribution...................................................... 4
Legal Matters............................................................. 4
Experts................................................................... 4
</TABLE>
1
<PAGE>
THE COMPANY
Tyco is a diversified manufacturing and service company that, through its
subsidiaries:
- designs, manufactures and distributes electrical and electronic components
and designs, manufactures, installs and services undersea fiber optic
cable communication systems;
- designs, manufactures and distributes disposable medical supplies and
other specialty products, and conducts vehicle auctions and related
services;
- designs, manufactures, installs and services fire detection and
suppression systems and installs, monitors and maintains electronic
security systems; and
- designs, manufactures and distributes flow control products.
Tyco operates in more than 80 countries around the world and has expected
fiscal 1999 revenues in excess of $22 billion.
On April 2, 1999, Tyco acquired AMP Incorporated, which designs,
manufacturers and markets a broad range of electronic, electrical and
electro-optic connection devices, and associated application tools and machines.
Tyco's strategy is to be the low-cost, high quality producer and provider in
each of its markets. It promotes its leadership position by investing in
existing businesses, developing new markets and acquiring complementary
businesses and products. Combining the strengths of its existing operations and
its business acquisitions, Tyco seeks to enhance shareholder value through
increased earnings per share and strong cash flows.
Tyco is a Bermuda company whose registered and principal executive offices
are located at The Gibbons Building, 10 Queen Street, Suite 301, Hamilton HM 11,
Bermuda. Its telephone number is (441) 292-8674. The executive offices of Tyco's
principal United States subsidiary, Tyco International (US) Inc., are located at
One Tyco Park, Exeter, New Hampshire 03833. Its telephone number is (603)
778-9700.
CURRENT DEVELOPMENTS
On May 19, 1999, Tyco entered into a definitive merger agreement for the
acquisition of Raychem Corporation in a cash and stock transaction valued at
approximated $2.87 billion. Raychem, with annual revenues of approximately $1.8
billion, designs, manufactures and distributes electronic components. In the
aggregate, based upon the number of shares of Raychem common stock outstanding
on July 7, 1999, a subsidiary of Tyco will pay approximately $1.44 billion in
cash and issue approximately 16.1 million Tyco common shares for delivery to the
Raychem stockholders. Individual Raychem stockholders will have the right to
elect to receive cash or Tyco common shares, subject to certain limitations. The
consummation of the transaction is contingent upon customary regulatory review,
approval by the Raychem stockholders and certain other conditions. The special
meeting of Raychem stockholders is scheduled to be held on Thursday, August 12,
1999. Raychem is subject to the informational requirements of the Exchange Act
and in accordance therewith, files reports, proxy statements and other
information with the SEC.
USE OF PROCEEDS
All net proceeds from the sale of the common shares offered hereby will go
to the selling shareholders. Tyco will not receive any of the proceeds from the
sale of the common shares by the selling shareholders.
2
<PAGE>
SELLING SHAREHOLDERS
The selling shareholders are: (i) the Kozlowski Family Partnership L.P., a
limited partnership in which L. Dennis Kozlowski, the President, Chief Executive
Officer and Chairman of the Board of Tyco, controls all general partnership
interests and in which he and his family members directly and indirectly own all
the limited partnership interest; and (ii) the KMS Family Partnership L.P., a
limited partnership in which Mark H. Swartz, Executive Vice President and Chief
Financial Officer of Tyco, controls all general partnership interests and in
which he and his family members directly and indirectly own all the limited
partnership interest.
<TABLE>
<CAPTION>
COMMON SHARES COMMON SHARES
BENEFICIALLY BENEFICIALLY
OWNED PRIOR TO THE COMMON SHARES OWNED AFTER THE
NAME OF SHAREHOLDER OFFERING(1) OFFERED HEREBY(2) OFFERING
- --------------------------------------------------------- ------------------ ----------------- ---------------
<S> <C> <C> <C>
The Kozlowski Family Partnership L.P..................... 3,676,200 3,176,200 500,000
KMS Family Partnership L.P............................... 1,658,001 1,543,001 115,000
Total.................................................. 5,334,201 4,719,201 615,000
</TABLE>
- ------------------------
(1) Such amounts do not include shares beneficially owned by L. Dennis Kozlowski
and Mark H. Swartz in which the Kozlowski Family Partnership L.P. and the
KMS Family Partnership L.P., respectively, have no interest.
(2) Such shares will be issued upon the exercise of stock options issued to
Messrs. Kozlowski and Swartz that are being transferred by them to the
Kozlowski Family Partnership L.P. and the KMS Family Partnership L.P.,
respectively. The range of exercise prices for such options is $38.3125 to
$89.25.
3
<PAGE>
PLAN OF DISTRIBUTION
The common shares may be sold from time to time by the selling shareholders
or by pledgees or donees of the selling shareholders. Such sales may be made on
the New York Stock Exchange or other exchanges or in the over-the-counter
market, or otherwise, at prices and on terms then prevailing or at prices
related to the then current market price, or in negotiated transactions at
negotiated prices. The manner in which sales of common shares can be made
include:
- ordinary brokerage transactions;
- transactions in which a broker solicits purchasers;
- block trades;
- purchases by a broker or dealer as principal and resale by such broker
dealer for its account;
- put or call option transactions relating to the common shares; or
- transactions directly between seller and purchaser without a
broker-dealer.
Common shares that qualify for sale in accordance with Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this document.
Brokers or dealers involved in the sale may receive commissions or discounts
in connection with such sale in amounts to be negotiated. A broker or dealer
that acts as agent for a purchaser of common shares would be paid by the
purchaser. The selling shareholders and any broker-dealers who act in connection
with the sale of the common shares that are offered by this document may be
deemed underwriters for purposes of the Securities Act. Any commissions
broker-dealers receive and profits they make on resale might be deemed
underwriting discounts and commissions.
The selling shareholders will pay all expenses of registration of the common
shares offered hereby, including commissions, discounts and fees of brokers,
dealers or agents.
LEGAL MATTERS
Certain legal matters in connection with the Tyco common shares offered
hereby have been passed upon for Tyco by Appleby, Spurling & Kempe, Hamilton,
Bermuda, Bermuda counsel to Tyco. Michael L. Jones, Secretary of Tyco, is a
partner of Appleby, Spurling & Kempe.
EXPERTS
The historical consolidated financial statements of Tyco as of September 30,
1998 and 1997 and for the year ended September 30, 1998, the nine months ended
September 30, 1997 and the year ended December 31, 1996 included in Tyco's
Current Report on Form 8-K filed on December 10, 1998 and incorporated by
reference in this document give retroactive effect to the merger between Tyco
and United States Surgical Corporation and have been audited by
PricewaterhouseCoopers, independent accountants, as set forth in their report
included therein. In its report, that firm states that with respect to certain
subsidiaries its opinion is based upon the reports of other independent
accountants, namely Arthur Andersen LLP (Houston) and Deloitte & Touche LLP. The
historical consolidated financial statements referred to above have been
incorporated herein in reliance upon said reports given upon the authority of
such firms as experts in accounting and auditing.
The combined financial statements of The Sherwood-Davis & Geck Group as of
and for the year ended December 31, 1997 included in Tyco's Current Report on
Form 8-K/A filed on May 13, 1998 and incorporated by reference in this document
have been audited by Arthur Andersen LLP, independent public accountants, as set
forth in their report included therein, and have been so incorporated in
4
<PAGE>
reliance upon the report of said firm given upon the authority of said firm as
experts in accounting and auditing.
The supplemental consolidated financial statements of Tyco as of September
30, 1998 and 1997 and for the year ended September 30, 1998, the nine months
ended September 30, 1997 and the year ended December 31, 1996 included in Tyco's
Current Report on Form 8-K filed on June 3, 1999 and incorporated by reference
in this document give retroactive effect to the merger between Tyco and AMP and
have been audited by PricewaterhouseCoopers, independent accountants, as set
forth in their report included therein. In its report, that firm states that
with respect to certain subsidiaries its opinion is based upon the reports of
other independent accountants, namely Arthur Andersen LLP (Philadelphia),
Deloitte & Touche LLP and Arthur Andersen LLP (Houston). The supplemental
consolidated financial statements referred to above have been incorporated
herein in reliance upon said reports given upon the authority of such firms as
experts in accounting and auditing. Upon publication of Tyco's consolidated
financial statements for a period which includes April 2, 1999, the date of the
consummation of the AMP merger, the supplemental consolidated financial
statements will become the historical financial statements of Tyco.
5
<PAGE>
TYCO INTERNATIONAL LTD.
4,719,201 COMMON SHARES
------------------------
PROSPECTUS
------------------------
, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant estimates that expenses payable by the selling shareholders
in connection with the offering described in this registration statement will be
as follows:
<TABLE>
<CAPTION>
TOTAL
----------
<S> <C>
SEC registration fee (actual)..................................................... $ 128,693
Accounting fees and expenses...................................................... $ 5,000
Legal fees and expenses........................................................... $ 10,000
Miscellaneous expenses............................................................ $ 16,307
----------
$ 160,000
----------
----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Bye-Law 102 of the Tyco Bye-laws provides, in part, that Tyco shall
indemnify its directors and other officers for all costs, losses and expenses
which they may incur in the performance of their duties as director or officer,
provided that such indemnification is not otherwise prohibited under the
Companies Act 1981 (as amended) of Bermuda. Section 98 of the Companies Act 1981
(as amended) prohibits such indemnification against any liability arising out of
fraud or dishonesty of the director or officer. However, such section permits
Tyco to indemnify a director or officer against any liability incurred by him in
defending any proceedings, whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted or when other similar relief is granted
to him.
Tyco maintains $100 million of insurance to reimburse the directors and
officers of Tyco and its subsidiaries for charges and expenses incurred by them
for wrongful acts claimed against them by reason of their being or having been
directors or officers of Tyco or any of its subsidiaries. Such insurance
specifically excludes reimbursement of any director or officer for any charge or
expense incurred in connection with various designated matters, including libel
or slander, illegally obtained personal profits, profits recovered by Tyco
pursuant to Section 16(b) of the Exchange Act and deliberate dishonesty.
ITEM 16. EXHIBITS
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement. Prior to July 2, 1997, the
Registrant's name was ADT Limited.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
3.1 Memorandum of Association of Tyco (previously filed as an Exhibit to the Annual Report on Form 10-K
of ADT Limited for the year ended December 31, 1992)
3.2 Certificate of Incorporation on Change of Name from ADT Limited to Tyco International Ltd.
(previously filed as an Exhibit to Tyco's Current Report on Form 8-K filed July 10, 1997)
3.3 Bye-Laws of Tyco (previously filed as an Exhibit to Tyco's Form S-3 filed April 23, 1998)
4.1 Rights Agreement between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to ADT Limited's Form 8-A dated November 12, 1996)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
4.2 First Amendment between ADT Limited and Citibank, N.A. dated as of March 3, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to ADT Limited's Form 8-A/A dated March 3, 1997)
4.3 Second Amendment between ADT Limited and Citibank, N.A. dated as of July 2, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to ADT Limited's Form 8-A/A dated July 2, 1997)
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Arthur Andersen LLP (Houston)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP (Roseland)
23.5 Consent of Arthur Andersen LLP (Philadelphia)
23.6 Consent of Appleby, Spurling & Kempe (contained in the opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (contained on the signature page of this registration statement)
</TABLE>
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the maximum aggregate offering price may be reflected in
the form of prospectus filed with the SEC pursuant to Rule 424(b) under
the Securities Act, if in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
II-2
<PAGE>
iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
PROVIDED, HOWEVER, that clauses (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by such clauses is
contained in periodic reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof;
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
The undersigned Registration hereby undertakes that: (1) for purposes of
determining any liability under the Securities Act, the information omitted from
the form of prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was declared
effective; and (2) for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town Exeter, State of New Hampshire, on the 16th day of July,
1999.
<TABLE>
<S> <C> <C>
TYCO INTERNATIONAL LTD.
By: /s/ MARK H. SWARTZ
-----------------------------------------
Mark H. Swartz
EXECUTIVE VICE PRESIDENT AND CHIEF
FINANCIAL OFFICER (PRINCIPAL
FINANCIAL AND ACCOUNTING OFFICER)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and
appoints L. Dennis Kozlowski and Mark H. Swartz, and each of them, his true and
lawful attorneys-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign this Registration Statement and all pre-effective and
post-effective amendments thereto and any related Registration Statements
incorporating this Registration Statement by reference and filed in accordance
with Rule 462 promulgated under the Securities Act of 1933 and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents or any of them or their or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on July 16, 1999
in the capacities indicated below.
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S>
/s/ L. DENNIS KOZLOWSKI Chairman of the Board,
- ------------------------------ President,
L. Dennis Kozlowski Chief Executive Officer
and Director
(Principal Executive
Officer)
/s/ MICHAEL A. ASHCROFT Director
- ------------------------------
Michael A. Ashcroft
/s/ JOSHUA M. BERMAN Director and Vice
- ------------------------------ President
Joshua M. Berman
/s/ RICHARD S. BODMAN Director
- ------------------------------
Richard S. Bodman
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE
- ------------------------------ --------------------------
<C> <S>
/s/ JOHN F. FORT Director
- ------------------------------
John F. Fort
/s/ STEPHEN W. FOSS Director
- ------------------------------
Stephen W. Foss
/s/ RICHARD A. GILLELAND Director
- ------------------------------
Richard A. Gilleland
/s/ PHILIP M. HAMPTON Director
- ------------------------------
Philip M. Hampton
/s/ JAMES S. PASMAN, JR. Director
- ------------------------------
James S. Pasman, Jr.
/s/ W. PETER SLUSSER Director
- ------------------------------
W. Peter Slusser
/s/ MARK H. SWARTZ Executive Vice President
- ------------------------------ and
Mark H. Swartz Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ FRANK E. WALSH, JR. Director
- ------------------------------
Frank E. Walsh, Jr.
</TABLE>
II-5
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EXHIBIT INDEX
The following is a complete list of exhibits filed or incorporated by
reference as a part of this registration statement. Prior to July 2, 1997, the
Registrant's name was ADT Limited.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
3.1 Memorandum of Association of Tyco (previously filed as an Exhibit to the Annual Report on Form 10-K
of ADT Limited for the year ended December 31, 1992)
3.2 Certificate of Incorporation on Change of Name from ADT Limited to Tyco International Ltd.
(previously filed as an Exhibit to Tyco's Current Report on Form 8-K filed July 10, 1997)
3.3 Bye-Laws of Tyco (previously filed as an Exhibit to Tyco's Form S-3 filed April 23, 1998)
4.1 Rights Agreement between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously
filed as an Exhibit to ADT Limited's Form 8-A dated November 12, 1996)
4.2 First Amendment between ADT Limited and Citibank, N.A. dated as of March 3, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to ADT Limited's Form 8-A/A dated March 3, 1997)
4.3 Second Amendment between ADT Limited and Citibank, N.A. dated as of July 2, 1997 to Rights Agreement
between ADT Limited and Citibank, N.A. dated as of November 6, 1996 (previously filed as an Exhibit
to ADT Limited's Form 8-A/A dated July 2, 1997)
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Arthur Andersen LLP (Houston)
23.3 Consent of Deloitte & Touche LLP
23.4 Consent of Arthur Andersen LLP (Roseland)
23.5 Consent of Arthur Andersen (Philadelphia)
23.6 Consent of Appleby, Spurling & Kempe (contained in the opinion filed as Exhibit 5.1 hereto)
24.1 Power of Attorney (contained on the signature page of this registration statement)
</TABLE>
<PAGE>
Exhibit 5.1
16 July 1999
Tyco International Ltd.
The Gibbons Building
10 Queen Street
Hamilton HM 11
Bermuda
Dear Sirs
REGISTRATION STATEMENT ON FORM S-3
We have acted as attorneys in Bermuda for Tyco International Ltd., a Bermuda
limited liability company ("Tyco"), in connection with its filing with the
United States Securities and Exchange Commission of a Registration Statement on
Form S-3, File No. 333-], (the "Registration Statement"), with respect to
4,719,201 of the Company's common shares, US$0.20 par value per share (the
"Shares"), issuable to the selling shareholders named in the Registration
Statement (the "Selling Shareholders") upon the exercise of certain stock
options, under the Securities Act of 1933, as amended, of the United States.
For the purposes of this opinion we have examined and relied upon the documents
listed which, in some cases, are also defined in the Schedule to this opinion,
(the "Documents").
ASSUMPTIONS
We have assumed:
(i) that there is no provision of the law, regulation or public policy of any
jurisdiction, other than Bermuda, which would have a material effect on any of
the opinions herein expressed;
(ii) that all representations and factual statements appearing in the
Registration Statement are true, accurate and complete in all material respects;
(iii) the genuineness of all signatures on the Documents;
(iv) the authenticity, accuracy and completeness of all documents submitted to
us as originals and the conformity to authentic original documents, of all
documents produced to us as certified, conformed, notarised or photostatic
copies;
(v) that the information disclosed by our Searches has not been materially
altered and that the Searches did not fail to disclose any material information
which had been delivered for filing or registration, but was not disclosed or
did not appear on the public file at the time of the Searches;
<PAGE>
(vi) that the Signature Pages evidence the approval of all of the Directors of
Tyco of all matters relating to Tyco set out in the Registration Statement
including, without limiting the generality of the foregoing, the issue of the
Shares to the Selling Shareholders;
(vii) that the Resolutions are in full force and effect and have not been
rescinded, either in whole or in part and accurately record the resolutions
passed by the Board of Directors or Shareholders of Tyco at a meeting which was
duly convened and at which a duly constituted quorum was present and voting
throughout; and
(viii) that the Shares are or were issued pursuant to the terms of the Tyco
International Ltd. Long Term Incentive Plan (the "Plan").
OPINION
Based on and subject to the foregoing, subject to the reservations set out
below, and to any matters not disclosed to us, we are of the opinion that:
(1) Tyco has been duly incorporated as a limited liability company and is
validly existing and in good standing under the laws of Bermuda and has
all requisite corporate power and authority to issue the Shares.
(2) When duly issued pursuant to the Resolutions and the Plan all necessary
action required to be taken by Tyco pursuant to Bermuda law will have
been taken by or on behalf of Tyco and all the necessary authorisations
and approvals of Governmental authorities in Bermuda have been duly
obtained for the issue by Tyco of the Shares.
(3) When duly issued pursuant to the Resolutions and the Plan and in the
circumstances referred to or summarised under the caption "Selling
Shareholders" in the Registration Statement the Shares will be (or, to
the extent heretofore issued, are) validly issued, fully paid and
non-assessable shares in the capital of Tyco.
(4) There are no taxes, duties or other charges payable to or chargeable by
the Government of Bermuda, or any authority or agency thereof, in
respect of the issue of the Securities.
RESERVATIONS
We have the following reservations:-
(a) We express no opinion as to any other law other than Bermuda law and
none of the opinions expressed herein relates to compliance with or
matters governed by the laws of any jurisdiction except Bermuda. This
opinion is limited to
<PAGE>
Bermuda law as applied by the Courts of Bermuda as at the date hereof.
(b) In paragraph (1) above, the term "good standing" means that the Company
has neither failed to make any filing with any Bermuda governmental
authority nor to pay any Bermuda government fee or tax, which might
make it liable to be struck off the Registrar of Companies and thereby
cease to exist under the laws of Bermuda.
(c) Any reference in this opinion to shares being "non-assessable" shall
mean, in relation to fully paid shares of Tyco and subject to any
contrary provision in any agreement in writing between such company and
the holder of such shares, that no shareholder shall be bound by an
alteration to the Memorandum of Association or Bye-laws of Tyco after
the date on which he became a shareholder, if and so far as the
alteration requires him to take, or subscribe for additional shares, or
in any way increases his liability to contribute to the share capital
of, or otherwise to pay money to, Tyco.
DISCLOSURE
This opinion is addressed to you in connection with the registration of the
Shares with the Securities and Exchange Commission solely for your benefit and
is neither to be transmitted to any other person, nor relied upon by any other
person or for any other purpose nor quoted or referred to in any public document
nor filed with any governmental agency or person, without our prior written
consent, except as may be required by law or regulatory authority. Further, this
opinion speaks as of its date and is strictly limited to the matters stated
herein.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our Firm under the
caption "Legal Matters " in the Prospectus included as part of the Registration
Statement.
This opinion is to be governed by and construed in accordance with the laws of
Bermuda.
Yours faithfully
/s/ Appleby Spurling & Kempe
<PAGE>
SCHEDULE
(1) The Minutes of the Special General Meeting of the Shareholders of Tyco held
2nd July, 1997, and the Written Resolutions of the Board of Directors of
Tyco dated 2nd July, 1997(the"Resolutions").
(2) Certified copies of the Certificate of Incorporation, Memorandum of
Association and Bye-laws of Tyco (collectively referred to as the
"Constitutional Documents").
(3) A copy of the Registration Statement.
(4) A copy of the pages of the Registration Statement as initially filed signed
by all of the Directors of Tyco (the "Signature Pages").
(5) A copy of the permission dated 20 April, 1998 given by the Bermuda Monetary
Authority under the Exchange Control Act (1972) and related regulations for
the issue of Tyco Common Shares.
(6) The entries and filings shown in respect of Tyco on the file of Tyco
maintained in the Register of Companies at the office of the Registrar of
Companies in Hamilton, Bermuda, and the entries and filings shown in the
Supreme Court Causes Book maintained at the Registry of the Supreme Court
in Hamilton, Bermuda, as revealed by searches done on 16th July, 1999
(collectively referred to as the "Searches").
(7) The Long Term Incentive Plan of the Company.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Tyco International Ltd. of our report dated November 23, 1998, on
our audit of the combination of the historical consolidated financial statements
and consolidated financial statement schedule of Tyco International Ltd. and
United States Surgical Corporation, after restatement for the pooling of
interests as described in Note 1 to the consolidated financial statements, as of
September 30, 1998 and 1997, and for the year ended September 30, 1998, the nine
months ended September 30, 1997 and the year ended December 31, 1996, which
report is included in Tyco's Current Report on Form 8-K filed December 10, 1998,
and of our report dated May 28, 1999, on our audit of the combination of the
supplemental consolidated financial statements and the supplemental consolidated
financial statement schedule of Tyco International Ltd. and AMP Incorporated,
after restatement for the pooling of interests as described in Note 1 to the
supplemental consolidated financial statements, as of September 30, 1998 and
1997 and for the year ended September 30, 1998, the nine months ended September
30, 1997 and the year ended December 31, 1996, which report is included in
Tyco's Current Report on Form 8-K filed June 3, 1999. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
/s/ PRICEWATERHOUSECOOPERS
Hamilton, Bermuda
July 16, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of Tyco International Ltd.
of our report dated January 31, 1997 on our audit of the consolidated statements
of income, changes in shareholders' investment and cash flow of Keystone
International, Inc. and subsidiaries for the year ended December 31, 1996,
included in the Tyco International Ltd. Current Reports on Form 8-K filed June
3, 1999 and December 10, 1998, and to all references to our Firm included in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Houston Texas
July 16, 1999
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of Tyco International Ltd. of our report dated September 30, 1998
(relating to the consolidated balance sheet of United States Surgical
Corporation and its subsidiaries as of September 30, 1997, and the consolidated
statements of operations, changes in stockholders' equity and cash flows for the
nine month period ended September 30, 1997, the twelve month period ended
December 31, 1996 and the related financial statement schedule for the nine
month period ended September 30, 1997 and the twelve month period ended December
31, 1996), which report is included in Tyco International Ltd.'s Current Reports
on Form 8-K filed June 3, 1999 and December 10, 1998. We also consent to the
reference to us under the heading "Experts" in such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Stamford, Connecticut
July 16, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Tyco International Ltd. on Form S-3
of our report dated May 11, 1998 covering the combined financial statements of
The Sherwood-Davis & Geck Group as of and for the year ended December 31, 1997,
and to all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Roseland, New Jersey
July 16, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of Tyco International Ltd.
of our report dated February 12, 1999 (except with respect to the matter
disclosed in Note 18--Merger with Tyco International Ltd., as to which the date
is April 2, 1999) on our audit of the consolidated balance sheets of AMP
Incorporated and subsidiaries as of September 30, 1998 and 1997, and the related
consolidated statements of income, shareholders' equity and cash flows for the
year ended September 30, 1998, the nine months ended September 30, 1997, and the
year ended December 31, 1996 included in the Tyco International Ltd. Current
Report on Form 8-K filed June 3, 1999, and to all references to our firm
included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
July 16, 1999
